NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING
STOCKMANN plc STOCK EXCHANGE RELEASE February 13, 2006, at 14.15
NOTICE OF STOCKMANN'S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of Stockmann plc that the Company's Annual General Meeing of Shareholders will be held on Tuesday, 21 March 2006, beginning at 4.00 p.m. at the Finlandia Hall at the address Karamzininkatu 4, Helsinki. In addition to an advance registration, shareholders must register at the meeting venue as of 2.30 p.m. Registration for the meeting is requested to be made no later than 3.45 p.m. Free parking will be provided for attendees in the parking lot of the Finlandia Hall.
The following items are on the agenda:
1. The matters belonging to the competence of the Annual General Meeting under Article 14 of the Articles of Association
2. The proposal by the Board of Directors to issue option rights to the Loyal Customers of Stockmann
The Board of Directors proposes to the Annual General Meeting of Shareholders to issue without payment, in deviation from the shareholders' pre-emption right to subscription, to the loyal customers (holding loyal customer card) of Stockmann a maximum of 2,500,000 option rights. It is proposed to deviate from the shareholders' pre-emption right to subscription because the option rights are intended to be issued in order to offer loyal customers a benefit that rewards the purchase loyalty of the loyal customers while simultaneously strengthening the competitive position of Stockmann. Options will be issued to loyal customers, whose purchases together with purchases originating from parallel cards directed to the same account during the time period 1 January 2006 - 31 December 2007 amounts to a total of at least EUR 6,000. For purchases of at least EUR 6,000, the loyal customers shall without payment receive 20 options. In addition, for every full EUR 500, with which the purchases exceed EUR 6,000, the loyal customer shall receive an addition of 2 options. Each option right entitles its holder to subscribe for one share of the Company's Series B shares. The subscription price for the shares shall be the trading-volume weighted average price for the Company's Series B shares on the Helsinki Exchanges during the time period of 1 February - 28 February 2006. The subscription price for a share subscribed for based on the option rights shall at each record date of the dividend distribution be decreased with the amount of possible dividends decided upon after 21 March 2006 and before the share subscription. The subscription periods for the shares shall be 2 May 2008 - 31 May 2008, 2 May 2009 - 31 May 2009 and 2 May 2010 - 31 May 2010. The share capital of the Company may increase by a maximum of EUR 5,000,000 as a result of the subscriptions.
3. The proposal by the Board of Directors to issue option rights to key persons of the Stockmann Group
The Board of Directors proposes to the Annual General Meeting of Shareholders to issue, in deviation from the shareholders' pre-emption right to subscription, to key persons of the management or middle management of Stockmann and its subsidiaries and to fully owned subsidiaries of Stockmann a total of 1,500,000 option rights. It is proposed to deviate from the shareholders' pre-emption right to subscription because the option rights are part of the incentive and commitment scheme of the group and constitutes an important element in preserving the Company's competitive advantage on the international recruitment markets.
Of the option rights, a total of 375,000 shall be marked with the symbol 2006A, a total of 375,000 with the symbol 2006B, a total of 375,000 with the symbol 2006C, and a total of 375,000 with the symbol 2006D. The subscription period for shares shall with the option rights 2006A be 1 March 2008 - 31 March 2010, with the option rights 2006B 1 March 2009 - 31 March 2011, with the option rights 2006C 1 March 2010 - 31 March 2012 and with the option rights 2006D 1 March 2011 - 31 March 2013. The subscription period for the option rights 2006B and 2006D shall, however, not commence if the criteria tied to the economical targets of the group and established by the Board of Directors prior to the distribution of the option rights have not been fulfilled. The option rights 2006B and 2006D for which the criteria established by the Board of Directors have not been fulfilled, will expire as determined by the Board of Directors. Each option right entitles its holder to subscribe for one share of the Stockmann plc's Series B shares, which means that as a result of the subscriptions based on the option rights a maximum of 1,500,000 shares may be subscribed for. The subscription price for shares based on the option rights 2006A and 2006B shall be the trading-volume weighted average price for the Company's Series B shares on the Helsinki Exchanges during the time period 1 February - 28 February 2006 increased with 10 percent and for shares subscribed for based on the option rights 2006C and 2006D the trading-volume weighted average price for the Company's Series B shares on the Helsinki Exchanges during the time period 1 February - 29 February 2008 increased with 10 percent. The subscription price for a share subscribed for based on the option rights shall be decreased with the amount of possible dividends decided upon after the commencement of the determination period for the subscription price and before the share subscription at each record date of the dividend distribution. The share capital of the Company may increase by a maximum of EUR 3,000,000 as a result of the subscriptions.
4. Proposal for the authorization of the Board of Directors to decide on the conveyance of the Company's own shares
The Board of Directors proposes that the Annual General Meeting of Shareholders authorizes the Board of Directors to decide on the conveyance of a maximum of 386,946 of the Company's own Series B shares. The authorization includes the right to decided on the conveyance of shares in one or several lots in deviation of the shareholders' pre-emption right. The shares can be conveyed as compensation in possible business acquisitions or other structural arrangements, to be used as part of the Company's incentive and bonus scheme, to be used for the payment of the share compensation of the Board of Directors or to be sold through public trading. The shares shall be conveyed to the prevailing market value of the public trading. The authorization shall be in force for one year after the Annual General Meeting deciding upon the granting of the authorization.
Financial statement documents and proposals by the Board of Directors
The financial statement documents and the above-mentioned proposals by the Board of Directors are available for inspection by the shareholders as of 13 March 2006 at the Company's Head Office, Aleksanterinkatu 52 B, 8th floor, Helsinki (Christina Harjunpää). Copies of the documents will be sent to shareholders upon request.
Participation in the Annual General Meeting
Entitled to participate in the Annual General Meeting of Shareholders are each shareholder, who on Friday 10 March 2006 is entered as a shareholder in the shareholder register kept by the Finnish Central Securities Depository Ltd and who has registered for the meeting no later than on Wednesday, 15 March 2006.
Also a shareholder whose shares have not been transferred to the book- entry system has the right to participate in the Annual General Meeting of Shareholders provided that the shareholder has been registered in the Company's share register prior to 28 September 1994. In this case the shareholder must present at the Annual General Meeting his share certificates or other documentation indicating that the title to the shares has not been transferred to the book-entry system.
A shareholder wishing to participate in the Annual General Meeting of Shareholders must notify the Company of his intention to participate no later than on Wednesday 15 March 2006, by 4.00 p.m. by telephone on the number +358 9 121 4020 or via the Company's internet pages www.stockmann.fi. If a participant at the meeting represents a shareholder by proxy, we kindly request that proxy forms for a designated person be delivered to the Company no later than by 17 March 2006 at the address Stockmann plc, Heini Köpsi, P.O. Box 147, FI-00381 Helsinki.
Payment of dividend
The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 1.10 per share be distributed for the financial year 2005. It is proposed that the dividend for the financial year 2005 be paid on 31 March 2006 to the shareholders entered as shareholders in the shareholder register kept by the Finnish Central Securities Depository Ltd. on the record date for dividend payment 24 March 2006.
To the shareholders who have not transferred their share certificates to the book-entry system by the record date, the dividend will be paid after a transfer of the shares to the book-entry system.
Composition of the Board of Directors
The Appointments and Compensation Committee of the Board of Directors proposes to the Annual General Meeting of Shareholders that seven members be elected as members of the Board of Directors and that the present members of the Board of Directors, Lasse Koivu, Managing Director, Erkki Etola, Managing Director, Professor Eva Liljeblom, Kari Niemistö, Managing Director, Minister Christoffer Taxell, Carola Teir-Lehtinen, Senior Vice President, Corporate Communications and kammarrådet Henry Wiklund having given their consent, be re-elected, for a period of office continuing until the end of the next Annual General Meeting.
Auditors
The Board of Directors proposes that as auditors for the year 2006 be elected Wilhelm Holmberg, CPA and Henrik Holmbom, CPA in accordance with their consents. As deputy auditor is proposed to be elected KPMG Oy Ab, an auditing entity authorized by the Central Chamber of Commerce.
Helsinki, 8 February 2006
The Board of Directors
STOCKMANN plc
Hannu Penttilä CEO
DISTRIBUTION Helsinki Stock Exchange Principal media
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